The first Sonic & Sega All-Stars Racing was pretty much a direct rip-off of Mario Kart using SEGA characters. Apparently SEGA's figured this out, because the first thing that the booth rep said to me as I sat down to play its sequel at E3 was, "we are trying to make this game have its own identity as much as possible." In a way, they succeeded. Sonic & All-Stars Racing Transformed is certainly a kart racing game of a different color. Mid-race gameplay changes, unique power-ups, and a truly bizarre cast make this a kart racing game unlike any other.

The big gimmick of Transformed is right in the title. Every so often, your car will transform into some other type of vehicle—either a boat or a plane—in the middle of the race. Obviously, you turn into a boat whenever you drive into deep waters and a plane whenever the floor drops out from under you. Now, you might think that this merely puts a fresh coat of paint on the existing kart racing formula, but you'd be seriously underestimating the impact of this twist. The gameplay changes rather drastically whenever your vehicle transforms, and without re-writing your brain a bit you'll find yourself hitting walls and falling behind.

For example, turning into a boat turns the game into a lot less Mario Kart and a lot more Wave Race. The water is choppy and waves are common, making steering difficult. Drifting is much harder, as taking a tight curve over a wave can cause you to wipe out. On the other hand, the multitude of waves in the game give you many more surfaces to jump off of, which means you get more opportunities to do tricks, granting you more opportunities to get speed boosts.

Turning into a plane also changes the game, adding height into the equation. Several obstacles will be placed at many different altitudes around the track, requiring you to weave in and out of them just to survive. Item usage is also more complicated, as it becomes much easier for your opponent to evade your shots. At one point the booth rep actually told me to "do a barrel roll" to avoid a homing attack that was on my tail. You can still "drift" in airplane mode, but all drifting does is lock your movement in place, making it hard to maneuver. It has no actual steering purpose and is used only for getting spark boosts.

Different characters in the game have different stats that affect each type of vehicle in many different ways. Handling, for example, becomes especially important in airplane segments, while speed is far more useful on simple kart racing segments on the ground. Characters are also rated on their skill with items and combat, as well as the power of their brand new all-star ability.